The Goldman Sachs Group, Inc. Proxy Statement 2015 Annual Meeting of Shareholders The Goldman Sachs Group, Inc. Notice of 2015 Annual Meeting of Shareholders Time and Date 8:30 a.m., local time, on Thursday, May 21, 2015 Place Goldman Sachs offices located at 555 California Street, San Francisco, California 94104 Items of Business ▪ Election to our Board of Directors of the 13 director nominees named in the attached Proxy Statement for a one-year term ▪ An advisory vote to approve executive compensation (say on pay) ▪ Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) ▪ Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 ▪ Consideration of shareholder proposals, if properly presented by the relevant shareholder proponents ▪ Transaction of such other business as may properly come before our 2015 Annual Meeting of Shareholders Record Date The record date for the determination of the shareholders entitled to vote at our 2015 Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on March 23, 2015. Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 21, 2015. Our Proxy Statement, 2014 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By Order of the Board of Directors, Beverly L. O’Toole Assistant Secretary April 10, 2015 Your vote is important to us. Please exercise your shareholder right to vote. By April 10, 2015, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice includes instructions on how to access our Proxy Statement and 2014 Annual Report to Shareholders and vote online. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about April 14, 2015. For more information, see Frequently Asked Questions. Table of Contents Letter from our Chairman and CEO .............. ii 2014 Outstanding Equity Awards at Fiscal Year- End ....................................... 60 Letter from our Lead Director ................... iii 2014 Option Exercises and Stock Vested ........ 60 2014 Pension Benefits ........................ 61 Executive Summary .......................... 1 2014 Non-Qualified Deferred Compensation ...... 61 Potential Payments Upon Termination or Change- 2015 Annual Meeting Information ................. 1 in-Control .................................. 63 Matters to be Voted on at our 2015 Annual Report of our Compensation Committee .......... 66 Meeting ....................................... 1 Item 2. An Advisory Vote to Approve Executive Performance Highlights ......................... 2 Compensation (Say on Pay) ..................... 66 Compensation Highlights ........................ 4 Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) ......... 67 2015 Stock Incentive Plan Highlights .............. 8 Non-Employee Director Compensation Program ... 75 Corporate Governance Highlights ................. 10 Audit Matters .............................. 79 Corporate Governance ........................ 14 Report of our Audit Committee .................. 79 Item 1. Election of Directors ...................... 14 Our Directors ................................ 14 Item 4. Ratification of Appointment of Independent Independence of Directors ..................... 23 Registered Public Accounting Firm ............... 79 Structure of our Board and Governance Practices ... 24 Items 5 – 7: Shareholder Proposals ............. 81 Our Board Committees ........................ 24 Board Leadership Structure .................... 27 Certain Relationships and Related Transactions . 86 Year-Round Review of Board Composition ........ 29 Board and Committee Evaluations ............... 30 Beneficial Ownership ........................ 89 Board Oversight of our Firm ..................... 31 Key Areas of Board Oversight .................. 31 Additional Information ........................ 92 Commitment of our Board – 2014 Meetings ....... 34 Frequently Asked Questions . ................ 94 Shareholder Engagement ........................ 35 Our Commitment to Active Engagement with our Annex A: Additional Details on Director Shareholders ................................ 35 Independence .............................. A-1 Compensation Matters ........................ 36 Annex B: The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) ........... B-1 Compensation Discussion and Analysis ........... 36 Directions to our 2015 Annual Meeting of Executive Compensation ........................ 57 Shareholders .............................. C-1 2014 Summary Compensation Table ............. 57 2014 Grants of Plan-Based Awards .............. 59 Goldman Sachs Proxy Statement for the 2015 Annual Meeting of Shareholders i April 10, 2015 Fellow Shareholders: You are cordially invited to attend the 2015 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. We will hold the meeting on Thursday, May 21, 2015 at 8:30 a.m., local time, at our offices in San Francisco, California. We hope that you will be able to attend. Enclosed you will find a notice setting forth the business expected to come before the meeting, a letter from our Lead Director, the Proxy Statement, a form of proxy and a copy of our 2014 Annual Report to Shareholders. Your vote is very important to us. Whether or not you plan to attend the meeting in person, we hope that your shares are represented and voted. While the global economic recovery has remained fragile, we were pleased that our firm performed well, generating solid results for 2014 despite uneven conditions. Our performance benefitted from the strength of our global client franchise, the diversity of our businesses and our culture of adaptability. We continue to focus on driving returns in a challenging macroeconomic environment while emphasizing the need to protect our ability to provide significant upside to our shareholders as the economic cycle turns. The basis for meeting these goals rests on a strong financial profile and a sustained operating discipline. Since the end of 2007, our balance sheet is down while our equity is up, resulting in gross leverage that has been cut by more than half. Over the same period, we have improved our capital and liquidity measures while maintaining our commitment to serve our clients through our core set of businesses over the cycle. These efforts not only protected near-term returns, they have also positioned the firm to benefit from operating leverage when the environment improves. In this vein, we see a number of growth opportunities across our major businesses, which Gary Cohn, our President and COO, and I detail in our 2014 Letter to Shareholders. I hope you have a chance to read the letter, which also includes additional discussion on our performance, financial stability, strategy and culture of client focus and teamwork. Lastly, I want to pause to remember my fellow director and trusted adviser, James J. Schiro, who passed away last year. Jim was an important voice on our Board, serving as an exemplary Lead Director. His wisdom, judgment and probing questions had a significant impact on our Board and our firm. He was an exceptional individual and I was deeply saddened by his passing. Following Jim’s retirement, Adebayo O. Ogunlesi was appointed Lead Director and the Board and our shareholders are very fortunate to benefit from his experience, intellect and energy. I would like to thank you for your confidence in Goldman Sachs. I look forward to welcoming many of you to our Annual Meeting. Lloyd C. Blankfein Chairman and Chief Executive Officer Goldman Sachs Proxy Statement for the 2015 Annual Meeting of Shareholders ii April 10, 2015 To my fellow shareholders: It was a great honor to be elected by our independent directors as the Lead Director in July 2014 when James J. Schiro left our Board. Jim was a committed and proactive Lead Director, who developed a sound foundation for shareholder engagement that I intend to follow. Jim was known for his advice, which was much sought after for being both balanced and candid. We were very saddened by his passing and we will miss him, his dedication, his precision and his genuine kindness. It has been an active eight months, and I wanted to update you on some of the key areas that I have been focused on. Engagement As a Board, we are committed to open and constructive dialogue with our shareholders and other key constituents. Engaging directly with our shareholders was one of my first priorities upon assuming my responsibilities. As a result, a few months after taking on the Lead Director role I met with many of our largest shareholders, representing approximately 35% of our shares outstanding, in New York, Boston, Sacramento, San Francisco and Los Angeles. These meetings allowed me to gain valuable insights and be better positioned to serve your interests. I was able to receive direct feedback from you on a wide range of issues, including board composition, board leadership structure, succession planning, executive compensation, the impact of regulation and reputational risk. These conversations proved to be critical inputs to the Board’s deliberations. And, as you will read in more detail in the accompanying Proxy Statement, our Board listened carefully to your feedback and